NOTE BANKERS OF AMERICA INC, 10KSB, 1999-08-20

NOTE BANKERS OF AMERICA INC
10KSB, 1999-08-20
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)

[xx] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934
[Fee Required]

For the fiscal years ended - June 30, 1998 and 1997
OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
[No Fee Required]

For the transition period from ____________________ to ____________________

Commission file number 0-12440

NOTE BANKERS OF AMERICA, INC.
(Name of Small Business Issuer in Its Charter)

TEXAS 84-0882076
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)

ONE RIVERWAY, SUITE 1700 77056
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)

713-961-2696
(Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.001 Par Value
(Title of Class)

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports, and (2)
has been subject to such filing requirements for the past 90 days. Yes [xx]
No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ X ]

The aggregate market value of the voting stock held by non-affiliates on April
21, 1999, based upon average bid and asked price of the Common Stock as reported
by the National Quotation Bureau, Inc. for such date, was approximately
$270,325.

The number of outstanding shares of the Registrant's Common Stock
on May 30, 1999 was 30,888,750.

NOTE BANKERS OF AMERICA, INC.
FORM 10-KSB

For the Fiscal Years Ended June 30, 1998 and 1997

Page

Part I.
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<S> <C>
Item 1. Description of Business
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders

Part II.

Item 5. Market for Common Equity and Related Stockholder Matters
Item 6. Management's Discussions and Analysis or Plan of Operation
Item 7. Financial Statements
Item 8. Changes In and Disagreements with Accountants on Accounting
And Financial Disclosure

Part III.

Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners and Management
Item 12. Certain Relationships and Related Transactions
Item 13. Exhibits and Reports on Form 8-K

SIGNATURES
</TABLE>

<PAGE>
PART I

ITEM 1. DESCRIPTION OF BUSINESS

Overview

At June 30, 1996 Registrant was inactive and had not been engaged in any
active business operations since the latter part of 1986. On September 15,
1996, the Registrant consummated the acquisition of 100% of the common stock
of Private Mortgage Bankers, Inc. ("PMB") pursuant to an Agreement for Exchange
of Stock and Plan of Reorganization ("Exchange") dated July 31, 1996 between (i)
the Registrant,(ii) PMB, and (iii) Allen E. Myers, the record owner of 40,000
shares of capital stock of PMB which constituted 100% of the issued and
outstanding capital stock of PMB ("PMB Shareholders"). PMB was a
specialty financial services holding company that primarily conducted
business in two distinct areas: (1) purchasing, brokering, acquiring,
repackaging, holding for investment and acting as a dealer in portfolios
of "owner financed" residential and "light" commercial real property
first mortgage loans, primarily originated as owner financed ("Mortgage
Receivables"), and (2) acting as a broker in the purchase of the death
benefit of life insurance policies from terminally ill individuals
("viatical settlements"). Registrant operated as a holding company through PMB
and Life Today and did not conduct any operations directly. In November 1997
Registrant divested itself of PMB and Life Today because of insufficient capital
and operating revenues to sustain continuing business operations. As of June
30, 1998, Registrant had no assets, had approximately $50,000 in liabilities,
and other than seeking a suitable candidate for acquisition had
conducted no business operations since November, 1997. From that date and
through the date of this report, the only business that has been conducted by
Registrant is seeking a suitable acquisition candidate.

History

Registrant was incorporated on June 3, 1982 as the successor to
BioTechnical Resources Group, Inc. which had been incorporated on November 3,
1981. It commenced its business operations following completion of a public
offering of its securities on December 19, 1982 and from that date until the end
of 1986, when it ceased all activities, Registrant was engaged solely in
research and development activities. From 1982 until March 1984, Registrant was
engaged in the research and development of products in the immunology field for
human application and of a number of veterinary vaccines. Thereafter, until the
end of 1986, its activities were conducted solely through its wholly-owned
subsidiary Tround Geothermal Corporation ("Geothermal"), and consisted of
limited research and development in connection with its licensed high-speed,
projectile rock drill for geo thermal applications. Registrant has never had any
revenues from its operations. On September 15, 1996, the Registrant
consummated the acquisition of 100% of the common stock of Private Mortgage
Bankers, Inc. pursuant to an Agreement for Exchange of Stock and Plan of
Reorganization ("Exchange") dated July 31, 1996. Pursuant to the Exchange,
Registrant changed its name to Note Bankers of America, Inc. and redomiciled to
the State of Texas. Unless context requires otherwise, all references to
"Registrant" throughout this report are to Note Bankers of America, Inc. and its
wholly-owned subsidiaries, Private Mortgage Bankers, Inc. and Life Today, Inc.,
collectively.

Until October 16, 1990 Registrant's common stock, which is traded in the
over-the-counter market, was quoted in the National Association of Securities
Dealers Automated Quotation ("NASDAQ") system under the name General Genetics
Corporation and under the NASDAQ symbol "GENG". On that date, Registrant's
common stock was deleted from that system by reason of Registrant's failure to
maintain an asset position of at least $750,000 in accordance with NASDAQ
requirements. Since October 17, 1990 Registrant's common stock has been quoted
by the National Quotation Bureau in its "pink sheets," but without prices until
September, 1995, at which time it was moved to the Electronic Bulletin Board
trading symbol GENG. As of the opening of business September 25, 1996
Registrant traded in the over-the-counter market under the name Note Bankers of
America, Inc. and was quoted in the National Association of Securities
Dealers OTCBB system under the trading symbol "NBAI".

Acquisition of Private Mortgage Bankers

The Registrant acquired Private Mortgage Bankers, Inc. on August 30, 1996
in exchange for 20,313,000 shares of its common stock. To consummate the
acquisition, the Registrant increased the number of shares of common stock it is
authorized to issue from 5,000,000 to 500,000,000 shares. The Registrant also
approved a 1 (new) for 20 (old) reverse stock split upon the closing of this
transaction. Unless otherwise indicated, all information in this Annual Report
gives effect to the 1 for 20 reverse stock split.

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<PAGE>
The Registrant's acquisition of Private Mortgage Bankers, Inc. represented a
reverse acquisition, whereby for accounting purposes, Private Mortgage Bankers,
Inc. was the acquiror. For financial statement purposes, the historical
financial statements of the Registrant became those of Private Mortgage Bankers,
Inc. beginning on the closing date of the acquisition.

Business of Private Mortgage Bankers, Inc.

Registrant was through November, 1997 a specialty financial services
holding company that primarily conducted business in two distinct areas:

(1) providing viatical settlements for terminally ill individuals by
acting as a broker.

(2) purchasing, brokering, acquiring, repackaging, holding for
investment and acting as a dealer in portfolios of "owner financed"
residential and "light" commercial real property first mortgage loans,
primarily originated as owner financed ("Mortgage Receivables").

Registrant conducted its business of purchasing discounted real estate
mortgage notes through Private Mortgage Bankers, Inc. ("PMB"), a Texas
corporation, and conducted its viatical settlement business operations
through Life Today, Inc. ("Life Today"), a wholly owned Texas subsidiary of
PMB, a multi-state registered viatical settlement broker in the purchase
of the death benefit of life insurance policies from terminally ill
individuals ("viatical settlements").

Business Activities of PMB

PMB purchased privately held, owner financed mortgages from
individuals who had personally financed the sale of real property. The
Company either held the loans for investment purposes or sold them to
individual investors, banks or other institutions. The Company also was in the
business of brokering owner-financed mortgages between owner financiers and
investors.

Life Today acted as a broker for life insurance policies of terminally
ill individuals to other investors or institutions. The life insurance
policyholder received a percentage of the face amount of the policy,
determined by certain factors, including the insured's life expectancy.
The Company received a commission to provide this brokerage service.

Change in Control of Management

By reason of the Exchange and acquisition of PMB, Myers and DeYoung were elected
to the board of directors, elected to the offices of Chairman/CEO and President
respectively, held approximately 85% of the voting common stock of Registrant,
and thereby controlled the management of the Registrant.

Resignation of Officers and Directors

On July 19, 1996, Registrant accepted the resignations of James N. Juliana
and Chor-Weng Tan. In connection with the Exchange and the change in control
of Registrant, Ty Porier, the sole remaining director declined to stand for
re-election and resigned effective September 30, 1996, and Allen E Myers, E.
Donald DeYoung and Louis J. Blenderman were elected to the Board of Directors at
the shareholders meeting held on August 30, 1996. The letters of resignation
of former directors did not request the disclosure of any disagreement
with Registrant regarding the resignation or refusal to stand for
re-election.

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<PAGE>
Other Events

In connection with the Exchange and the acquisition of PMB, the Registrant
relocated its principal executive offices to the offices of PMB, located at 770
South Post Oak Lane, Suite 600, Houston, Texas 77056. Additionally, Hans
Morkner, President of the Registrant prior to the Exchange, resigned and the
Registrant appointed the following officers:

Allen E. Myers Chairman and CEO
Donald DeYoung President
William Herndon Secretary/Treasurer

Acquisition or Disposition of Assets

Disposition of Assets.

On November 6, 1997, the Registrant sold (i) 100% of the common stock of
Private Mortgage Bankers, Inc. ("PMB"), a wholly owned subsidiary of Registrant,
to Allen E. Myers for nominal consideration and (ii) 100% of the common stock of
Life Today, Inc. ("Life Today"), a wholly owned subsidiary of Registrant, to
Richard E. Perry for nominal consideration, all pursuant to an Agreement dated
November 6, 1997 among (i) the Registrant, (ii) PMB, (iii) Life Today, (iv)
Allen E. Myers, (v) Richard E. Perry and (vi) E. Donald DeYoung (the
"Disposition"). This disposition represented the sale of substantially all of
the remaining assets of Registrant. Myers was a former owner of PMB, an officer
and director of Registrant and a director of PMB and Life Today. Perry was a
former owner of Life Today and an officer of Life Today. As further
consideration for the transfers, Myers and PBM and Perry and Life Today agreed
to indemnify and hold harmless Registrant from certain debts and obligations
arising from the respective business operations of PBM and Life Today.

The Disposition was approved by written consent of a majority of
shareholders of Registrant signed by the Principal Shareholders and executed and
delivered as provided for in the Articles of Incorporation.

Acquisition of Assets.

Upon consummation of the Disposition, Registrant consummated the
acquisition of 100% of the common stock of RRD Enterprises, Inc. pursuant to a
Share Exchange Agreement dated November 6, 1997 ("Share Exchange") among (i)
Registrant, (ii) RRD, (iii) Denny C. Pearce, the record owner of 10,000 shares
of common stock of RRD, (iv) Richard C. Pearce, the record owner of 1,429 shares
of common stock of RRD, and Roger K. Pearce, the record owner of 1,429 shares of
common stock of RRD, which 12,858 shares of RRD constituted 100% of the issued
and outstanding capital stock of RRD (the "RRD Shareholders"). The Registrant
exchanged, in a stock for stock exchange, a total of 1,000,000 shares of its
$.001 par value per share common stock for 100% of the issued and outstanding
shares of capital stock of RRD, making RRD a wholly owned subsidiary of the
Registrant. No cash or other consideration was tendered in connection with the
Share Exchange.

Upon completion of the Share Exchange, the Registrant had a total of
24,555,000 of its $.001 par value per share common stock issued and outstanding,
of which a total of 1,000,000 shares or 4.07% were held by the RRD Shareholders
and 23,555,000 were held by non-RRD shareholders.

RRD is a Nevada corporation in the business of managing its investments in
notes and oil and gas interests.

The shares of Common Stock received by the stockholders of RRD were not
registered under the Securities Act of 1933, as amended (the "Securities Act"),
in reliance upon Section 4(2) of the Securities Act.

The transaction was accomplished through arms-length negotiations between
the Registrant's new management and RRD's management. There was no material
relationship between the stockholders of RRD or any of RRD's affiliates, any of
Registrant's directors or officers, or any associate of any such Registrant
director or officer, prior to this transaction.

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<PAGE>
On February 18, 1998, the Registrant reacquired the 1,000,000 shares of the
Registrant's common stock from a third party in exchange for all the outstanding
shares of RRD Enterprises owned by the Registrant.

Acquisition Of Majority Interest

On November 6, 1997, Note Bankers of America, Inc. (the "Registrant"),
Allen E. Myers ("Myers") and E. Donald DeYoung ("DeYoung"), the principal
shareholders of Registrant (the "Principal Shareholders"), consummated an
agreement ("Debt Release Agreement") with M. Stephen Roberts, Esq. ("Roberts")
pursuant to which Myers and DeYoung transferred 9,265,500 and 9,374,500 shares,
respectively, of Registrant's "unregistered" and "restricted" common stock to
Roberts in exchange for Roberts' release of Registrant from a $35,000 obligation
for legal services. The total of 18,640,000 shares of Registrant transferred to
Roberts by the Principal Shareholders represented approximately 80% of the
outstanding stock of the Registrant following the transfer.

Change in Control of Management

By reason of the Disposition and acquisition of a majority interest in
registrant by Roberts, Roberts was elected to the board of directors as its sole
director, elected to the offices of President and Secretary, held approximately
80% of the voting common stock of Registrant, and thereby controlled the
management of the Registrant.

Resignations of Registrant's Directors

In connection with the Disposition of PMB and the change in control of
Registrant, Allen E. Myers, E. Donald DeYoung and Louis J. Blenderman, being all
of Registrant's directors, declined to stand for re-election and resigned
effective November 6, 1997. The letters of resignation did not request the
disclosure of any disagreement with Registrant regarding the resignation or
refusal to stand for re-election. Immediately upon consummation of these
transactions, M. Stephen Roberts was elected to the board of directors of the
Registrant as its sole member.

Other Events

In connection with the Exchange and the change in control of Registrant,
the Registrant relocated its principal executive offices to the offices of M.
Stephen Roberts, Esq., located at One Riverway, Suite 1700, Houston, Texas
77056. Additionally, Allen E. Myers, Chairman and CEO of the Registrant prior to
the Exchange, E. Donald DeYoung, president of the Registrant prior to the
Exchange and William T. Herndon, Secretary/Treasurer of the Registrant prior to
the Exchange, all resigned effective November 6, 1997 and the Registrant
immediately appointed the following officers:

M. Stephen Roberts President
M. Stephen Roberts Secretary/Treasurer

By written consent of a majority of shareholders dated November 6, 1997,
the shareholders approved the Disposition. By written consent of a majority of
shareholders dated November 6, 1997, M. Stephen Roberts was elected to the board
of directors of Registrant. By unanimous written consent of directors
immediately thereafter, the newly elected board elected new officers.

Other Matters

Registrant has no employees and pays no salaries, wages, fees or similar
compensation. Registrant's administrative requirements, such as they are, were
handled without charge by M. Stephen Roberts, Esq. through October, 1998.

Subsequent Events

On October 28, 1998 Registrant effected a Reorganization upon the filing
of Articles of Merger with the Secretary of State of Texas changing the
company's name to Facit Group Holdings, Inc. and changing its state of domicile
to Nevada. The Reorganization effected a 1 for 4 reverse split of its $.001 par
value common. As a result of the Reorganization and giving effect to the reverse
split and subsequent sale of stock pursuant to Regulation S, Registrant
currently has 30,888,750 shares of common stock issued and outstanding, The
proceeds of the sale of stock was used to pay all of Registrant's outstanding
liabilities as of June 30, 1998. Registrant's common stock is currently quoted
in the National Association of Securities Dealers OTCBB under the name
Facit Group Holdings, Inc., NASDAQ symbol "FCIT".

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<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY

During the fiscal year ended June 30, 1997 and through November,1997,
Registrant made its headquarters at the offices of PMB at 770 South Post Oak
Lane, Suite 690, Houston, Texas 77056, From November 1997 through the end of
its fiscal year ended June 30, 1998, Registrant made it headquarters at the
offices of M. Stephen Roberts, Esq. at One Riverway, Suite 1700, Houston, Texas
77056, for which it paid no rent or other office charges or overhead.

ITEM 3. LEGAL PROCEEDINGS

No legal proceedings are pending to which the Registrant or any of its
property is subject, nor to the knowledge of Registrant are there any
proceedings threatened.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The following matters were submitted to a vote of security holders at a
special meeting of shareholders of Note Bankers of America, Inc. f/k/a General
Genetics Corporation held on August 30, 1996 at 770 S. Post Oak Lane, Suite 690,
Houston, Texas 77056:

1. Proposal to increase authorized capital from 5,000,000 Common Shares
par value $.001 to 500,000,000 Common Shares par value $.001:

For: Against: Abstain: Not Voted:
3,825,541 2,200 600 17,295

2. Proposal to approve a change in the authorized capital of the company
by adding (a) 100 million Preferred Class A shares, (b) 50 million
Preferred Class B shares, and (c) 150 million warrants to purchase
common stock.

For: Against: Abstain: Not Voted:
2,728,318 2,400 1,600 1,113,318

3. Proposal to approve the purchase of 100% of the outstanding shares in
Private Mortgage Bankers, Inc. in exchange for 406,260,000 pre-reverse
split shares of General Genetics Corporation.

For: Against: Abstain: Not Voted:
2,728,718 1,700 1,900 1,113,318

4. Proposal to approve a 20 old for 1 new share consolidation.

For: Against: Abstain: Not Voted:
3,795,166 2,600 600 47,270

5. Election of Directors:

For: Withheld:
Allen E. Myers 3,843,236 2,400
E. Donald DeYoung 3,843,236 2,400
Louis J. Blenderman 3,843,236 2,400

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<PAGE>
6. Proposal to appoint Hein + Associates LLP Certified Public Accountants
and Consultants as the auditor for the enduing year and to authorize
the Directors to fix the remuneration of the auditor.

For: Against: Abstain:
3,843,036 1,100 1,500

7. Proposal to approve a name change for the Company from General
Genetics Corporation to Note Bankers of America, Inc.

For: Against: Abstain:
3,841,636 2,000 2,000

8. Proposal to merge General Genetics Corporation into its wholly owned
subsidiary Note Bankers of America, Inc. for the purpose of changing
the company's name and changing its state of domicile.

For: Against: Abstain:
3,841,636 2,000 2,000

The following matters were submitted to a vote of security holders by
written consent of a majority of shareholders of Note Bankers of America, Inc.,
consisting of Allen E. Myers and Donald E. DeYoung as holders of 18,889,500
shares of the 23,555,000 shares issued and outstanding, said consent effective
November 6, 1997:

1. Proposal approving disposition of PMB and Life Today and related
agreements:

For: Not Voted:
18,889,500 4,665,500

The following matters were submitted to a vote of security holders by
written consent of a majority of shareholders of Note Bankers of
America, Inc., consisting of M. Stephen Roberts as holder of
19,675,000 of 23,555,000 shares issued and outstanding, said consent
effective November 6, 1997: 1. Proposal to reduce number of persons
constituting the board of directors from 3 to 1:

For: Not Voted:
19,675,000 3,880,000

2. Proposal that M. Stephen Roberts be elected to the board of directors
to serve as its sole director:

For: Not Voted:
19675,000 3,880,000

3. Proposal to ratify prior shareholder action approving disposition of
PMB and Life Today, and Debt Release Agreement between NBA, Myers,
DeYoung and Roberts:

For: Not Voted:
19,675,000 3,880,000

The following matters were submitted to a vote of security holders by
written consent of a majority of shareholders of Note Bankers of America, Inc.,
consisting of M. Stephen Roberts as holder of 19,675,000 of 24,555,000 shares
issued and outstanding, said consent effective February 18, 1998:

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<PAGE>
1. Proposal to approve a Share Exchange Agreement under which the company
disposed of its wholly owned subsidiary RRD Enterprises in exchange
for the reacquisition of 1,000,000 shares of the company's stock
previously issued to acquire RRD Enterprises and providing with
respect to the allocation of income, gain, loss, deduction and credits
and responsibilities with respect to federal tax matters between the
parties:

For: Not Voted:
19,675,000 4,880,000

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Until October 16, 1990 Registrant's common stock was quoted in the National
Association of Securities Dealer's Automated Quotation ("NASDAQ") system under
the NASDAQ symbol "GENG". On that date, Registrant's common stock was deleted
from that system by reason of Registrant's failure to maintain an asset position
of at least $750,000 in accordance with NASDAQ requirements. The Registrant's
common stock was thereafter listed by the National Quotation Bureau in its "pink
sheets," but without prices until September, 1995 at which time it was moved to
the Electronic Bulletin Board trading symbol GENG. As of the opening of
business September 25, 1996 Registrant traded in the over-the-counter market
under the name Note Bankers of America, Inc. and was quoted in the National
Association of Securities Dealers OTCBB system under the trading symbol
"NBAI". The following table sets forth representative high and low closing bid
prices (as adjusted for the 1 for 20 reverse split) by calendar quarters as
reported by the National Quotation Bureau, Inc. from July 1, 1996 to June 30,
1998. Bid quotations represent prices between dealers, do not include mark-ups,
mark-downs or other fees or commissions, and do not necessarily represent actual
transactions.

<TABLE>
<CAPTION>
Bid Prices

Calendar Quarter Ended Low High
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<S> <C> <C>

September 30, 1996 8.00 8.75
December 31, 1996 1.75 4.50
March 31, 1997 1.25 4.125
June 30, 1997 .125 1.1875
September 30, 1997 .125 .375
December 31, 1997 .125 .1875
March 31, 1998 .125 .125
June 30, 1998 .125 .125
</TABLE>

As of May 30, 1999, the number of holders of record of the common stock,
$.001 par value, of Registrant was approximately 30,888,750.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion should be read in conjunction with the Financial
Statements and related Notes thereto included elsewhere in the Form 10-KSB. The
operations discussed below were discontinued in November 1997, and the
subsidiaries conducting these operations were disposed of at that time. The
Company has not conducted business operations of any kind since the disposition
of these operating subsidiaries. Since November 31,1997, the Company has been a
development stage company with no operations.

1998 Compared to 1997: Results of Operations

Revenues and Gross Profits: The Company presently has no operations as the
result of the disposition of PMB and Life Today.

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<PAGE>
General and administrative expenses: General and administrative
expenses for the year ended December 31, 1998, decreased from $211,880 to
$19,177 as compared to 1997. This decrease is attributed to a reduction of
business operations and lack of cash flow.

Discontinued operations: The operations of the Company's
former subsidiaries in fiscal 1997 and 1998 resulted in a loss of $111,283 and
$36,898 respectively and a gain on disposal of discontinued operations of
$552,642 in 1998. The gain in fiscal 1998 represented the excess of liabilities
over related assets on the date of disposition.

Net Income/Loss: Net Income for the year ended June 30, 1998 was
$508,61and was attributable primarily to the gain on disposal of discontinued
operations in 1998 as compared to net loss of $323,163 in 1997.

Liquidity and Capital Resources

Through December 31, 1996, PMB and Life Today primarily acted as brokers
in the purchase of Mortgage Receivables and Viatical Receivables by
originating and packaging the Receivables for presentation for purchase by
prospective third party investors. PMB and Life Today had developed a
continuing relationship with several individual investors who provided
financing for the purchase of their current portfolio of Receivables. Investors
in those Receivables included primarily high net worth individuals and
individual pension and retirement accounts. However, dependence upon
individual third party investor-purchasers and difficulty in attracting new
investors necessarily limited the ability of PMB and Life Today to
significantly expand the volume of their purchases and thereby limited their
ability to generate profits. Management believed that future profitability
was dependent upon increasing the volume of Receivables purchased and
purchasing Receivables as principal for the companies' account, thereby
increasing the return realized on each Receivable. However, to significantly
increase the volume of Receivables purchased, management believed that it
was necessary to raise funds through its own investment program and
utilize those funds for the purchase of Receivables as principal for its
own account.

Management was not able to raise the significant capital necessary to
implement plans to acquire Receivables for its own account and then to
"warehouse" the Receivables into pools to be offered for sale to institutional
investors.

The Company's primary sources of cash through November 1997, were
funds generated by sales of loans and viatical brokerage fees. The Company also
relied on a variety of other capital sources to finance its business
operations, including the sale of Common Stock, sales of Receivables and
asset sales, primarily real estate. However, funds generated from these sources
were not sufficient to generate positive cash flow and the Company found itself
continually strapped for the cash necessary to market its services or attract
investor funds to purchase Receivables. As a result of the lack of capital, the
Company was forced to curtail its operations to such as extent that it was not
able to generate sufficient revenues to sustain its business operations. Its
brokerage business, the purchase of Mortgage Receivables and Viatical
Receivables, declined dramatically through November, 1997, while the Company's
cash requirements continued to be significant. As a result of cash flow
deficits, it was determined in November 1977 to divest the PMB and Life Today
subsidiaries and seek other business opportunities for the Company for the best
interests of the shareholders.

In November 1997 Registrant disposed of its two operating subsidiaries
to their respective former owners, one being Mr. Myers, CEO and Chairman of the
Company, resulting in transferring all of the shares held by the Company in each
subsidiary. Since that disposition, the Company has had no business operations.

Plan of Operation

The Company does not currently have any external sources of working
capital. The Company's officer and sole director (the "Management") has
not entered into any commitments for expenses or for capital expenditures.
It is not expected that salaries will be paid to officers. No additional
employees are expected in the foreseeable future. Registrant's administrative
requirements, such as they are, were handled without charge by M. Stephen
Roberts, Esq. through October, 1998. From November 1997 through the end of its
fiscal year ended June 30, 1998, Registrant made it headquarters at the offices
of M. Stephen Roberts, Esq. at One Riverway, Suite 1700, Houston, Texas 77056,
for which it paid no rent or other office charges or overhead.

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<PAGE>
While the Company has not engaged in any business activities since
November 1997, Management believes that it may be possible to recover some
value for the stockholders by restructuring the Company to effect a
business combination transaction with a suitable privately-held company
that has both business history and operating assets.

Management believes the Company will offer owners of a
suitable privately-held company the opportunity to acquire a controlling
interest in a public company at substantially less cost than would otherwise
be required to conduct an initial public offering. Nevertheless, Management is
not aware of any empirical statistical data that would independently
confirm or quantify Management's beliefs concerning the perceived value of a
merger or acquisition transaction for the owners of a suitable privately-held
company. The owners of any existing business selected for a business
combination with the Company will incur significant costs and expenses,
including the costs of preparing the required business combination
agreements and related documents, the costs of preparing a Current Report on
Form 8-K describing the business combination transaction and the costs of
preparing the documentation associated with any future reporting under the
Securities Act.

The Company expects to initiate a search for a suitable
privately-held company in 1999. If successful, this type of business
combination is often referred to as a "blind pool" because stockholders will
not ordinarily have an opportunity to analyze the various business
opportunities presented to the Company, or to approve or disprove the
terms of any business combination transaction that may be negotiated by
Management on behalf of the Company. Consequently, the Company's potential
success will be heavily dependent on the efforts and abilities of its officer
and sole director, who will have virtually unlimited discretion in searching
for, negotiating and entering into a business combination transaction Although
Management has had experience in effecting these type of business
combinations and believes the Company will be able to enter into a business
combination within 12 months, there can be no assurance as to how much time will
elapse before a business combination is effected, if ever. The Company
will not restrict its search to any specific business, industry or
geographical location, and the Company may participate in a business venture of
virtually any kind or nature.

Management anticipates that the selection of a business opportunity
for the Company will be complex and extremely risky, because of general
economic conditions, rapid technological advances being made in some
industries, and shortages of available capital. Management believes
there are numerous privately-held companies seeking the perceived benefits
of a publicly traded corporation. Such perceived benefits may include
facilitating debt financing or improving the terms on which additional
equity may be sought, providing liquidity for the principals of the
business, creating a means for providing incentive stock options or similar
benefits to key employees, providing liquidity for all stockholders and
other factors.

Potential opportunities may occur in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
extremely difficult and complex. Management anticipates that the Company will
be able to participate in only one business venture. This lack of
diversification should be considered a substantial inherent risk because it
will not permit the Company to offset potential losses from one venture against
gains from another. Moreover, due to the Company's lack of any meaningful
financial, managerial or other resources, Management believes the Company
will not be viewed as a suitable business combination partner for either
developing companies or established businesses that are in need of substantial
additional capital.

Acquisition Opportunities

In implementing a particular business combination transaction, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, franchise or licensing agreement with another corporation or entity.
It may also purchase stock or assets of an existing business. After the
consummation of a business combination transaction, it is likely that the
present stockholders of the Company will only own a small minority interest in
the combined companies. In addition, as part of the terms of the acquisition
transaction, all of the Company's officers and directors will ordinarily
resign and be replaced by new officers and directors without vote of the
stockholders. Management does not intend to obtain the approval of the
stockholders prior to consummating any acquisition other than a statutory
merger that requires a stockholder vote.

- 9 -
<PAGE>
It is anticipated that any securities issued in a business
combination transaction will be issued in reliance on exemptions from
registration under applicable Federal and state securities laws. In some
circumstances, however, as a negotiated element of a business combination,
the Company may agree to register such securities either at the time the
transaction is consummated or at some specified time thereafter. The
issuance of substantial additional securities and their potential sale into
any trading market that may develop may have a depressive effect on such market.
While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event
and thereby structure the acquisition in a so called "tax free" reorganization
under Sections 368 or 351 of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to obtain tax free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or more of the
voting stock of the surviving entity. In such event the stockholders of
the Company would retain less than 20% of the combined companies,
which could result in significant dilution in the equity of such
stockholders. The Company intends to structure any business combination
transaction in such manner as to minimize federal and state tax consequences to
the Company and any target company.

As part of the Company's investigation of potential business
opportunities, Management may visit and inspect material facilities,
obtain independent analysis or verification of certain information provided,
check references of management and key personnel, and take other reasonable
investigative measures, to the extent of the Company's limited resources
and Management's limited expertise. The manner in which the Company
participates in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, and the relative
negotiating strength of the Company and such other management.

With respect to any business combination negotiations, Management
will ordinarily focus on the percentage of the Company which target
company stockholders would acquire in exchange for their ownership
interest in the target company. Depending upon, among other things, the target
company's assets and liabilities, the Company's current stockholders will in
all likelihood only own a small minority interest in the combined companies
upon completion of the business combination transaction. Any business
combination effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's current
stockholders.

Upon completion of a business combination transaction, there can
be no assurance that the combined companies will have sufficient funds to
undertake any significant development, marketing and manufacturing
activities. Accordingly, the combined companies may be required to either
seek additional debt or equity financing or obtain funding from third parties,
in exchange for which the combined companies might be required to issue a
substantial equity position. There is no assurance that the combined
companies will be able to obtain additional financing on terms acceptable to
the combined companies.

It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for
accountants, attorneys and others. If a decision is made not to participate in
a specific business opportunity the costs incurred in the related investigation
would not be recoverable. Furthermore, even if an agreement is reached for
the participation in a specific business opportunity, the failure to
consummate that transaction may result in the loss to the Company of the
related costs incurred.

Registrant is not presently operational and has not been engaged in any
active business operations since the latter part of 1997.

ITEM 7. FINANCIAL STATEMENTS

The financial statements and supplementary data required by this Item are
set forth immediately following on pages F-1 to F-10.

- 10 -
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

Changes in Registrant's Certified Public Accountant:

(a) Effective September 11, 1996, the Board of Directors of Note Bankers
of America, Inc. engaged the accounting firm of Hein + Associates llp
as independent accountants to the Registrant. The services of Paul
Rosenberg, Certified Public Accountant, were terminated for the
convenience of the Registrant at that same meeting.

(b) During the most recent fiscal year ended June 30, 1995, and in the
subsequent interim periods up through the date of his replacement,
there were no disagreements with Paul Rosenberg, Certified Public
Accountant, on any matter of accounting principles or practices,
financial statement disclosure, auditing scope, or procedure or any
reportable event which, if not so resolved to the satisfaction of Paul
Rosenberg, Certified Public Accountant, would have caused said firm to
make reference to the matter in their report.

(c) Paul Rosenberg, Certified Public Accountant's, report on the financial
statements for the year ended June 30,1995 and 1994 contained no
adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS

The following sets forth, as at June 30, 1997 and at June 30, 1998, the
directors of Registrant, their respective ages, the year in which each was first
elected or appointed a director, and any other office in Registrant held by each
director.

1998

<TABLE>
<CAPTION>
Name Other Offices Held Age Director Since
- ------------------ ------------------ --- --------------
<S> <C> <C> <C>

M. Stephen Roberts President 56 1997
Secretary
</TABLE>

1997

<TABLE>
<CAPTION>
Name Other Offices Held Age Director Since
- ------------------- ------------------ --- ---------------
<S> <C> <C> <C>

Allen E. Myers Chairman 1996
CEO
Donald E. DeYoung President 1996
Allen E. Blenderman 1996
</TABLE>

On July 19, 1996 Chor-Weng Tan and James N. Juliana resigned as directors
for the Registrant. In connection with the Exchange and the change in control
of Registrant, Ty Porier, the sole remaining director declined to stand for
re-election and resigned effective September 30, 1996. Such resignations
did not result from any disagreement with Registrant on any matter relating to
Registrant's operations, policies or practices.

- 11 -
<PAGE>
Allen E. Myers, E. Donald DeYoung and Louis J. Blenderman were elected to
the Board of Directors at the annual shareholder's meeting on August 30, 1996.
In connection with the Disposition of PMB and the change in control of
Registrant, Allen E. Myers, E. Donald DeYoung and Louis J. Blenderman, being all
of Registrant's directors, declined to stand for re-election and resigned
effective November 6, 1997. The letters of resignation did not request the
disclosure of any disagreement with Registrant regarding the resignation or
refusal to stand for re-election.

Immediately upon consummation of these transactions, M. Stephen Roberts was
elected to the board of directors of the Registrant as its sole member.

EXECUTIVE OFFICERS

The following sets forth the executive officers of Registrant, their
respective ages, the year in which each was first appointed an executive officer
of Registrant and all positions and offices in Registrant held by each such
person as at June 30, 1997 and June 30, 1998.

1998

<TABLE>
<CAPTION>
Name Offices Held Age Officer Since
- ------------------ ------------------- --- -------------
<S> <C> <C> <C>

M. Stephen Roberts President/Secretary 56 1997
</TABLE>

1997

<TABLE>
<CAPTION>
Name Offices Held Age Officer Since
- ----------------- ------------ ---- -------------
<S> <C> <C> <C>

Allen E. Myers Chairman/CEO 1996
Donald E. DeYoung President 1996
</TABLE>

In August 1996 Hans Morkner resigned as president of Registrant in
connection with the acquisition of PMB. Such resignation did not result from
any disagreement with Registrant on any matter relating to Registrant's
operations, policies or practices. Registrant immediately appointed the
following officers:

Allen E. Myers Chairman and CEO
Donald DeYoung President
William Herndon Secretary/Treasurer

On November 6, 1997, in connection with the Exchange and the change in control
of Registrant, Allen E. Myers, Chairman and CEO of the Registrant prior to the
Exchange, E. Donald DeYoung, president of the Registrant prior to the Exchange
and William T. Herndon, Secretary/Treasurer of the Registrant prior to the
Exchange, all resigned. Such resignation did not result from any disagreement
with Registrant on any matter relating to Registrant's operations, policies or
practices. Registrant immediately appointed the following officers:

M. Stephen Roberts President
M. Stephen Roberts Secretary/Treasurer

- 12 -
<PAGE>
BUSINESS EXPERIENCE

The following summarizes the occupation and business experience during at
least five years preceding June 30, 1998 of each person who served as a director
and/or executive officer of Registrant at June 30, 1997 and June 30, 1998.

1997

Allen E. Myers has served as president of PMB since its formation. Mr.
Myers has fourteen years experience in "owner financed" or seller carryback,
first mortgage notes. Prior to joining PMB, Mr. Myers was in the
commercial/industrial leasing and financing industry arranging for initial
financing for Atari and secondary financing for similar sized companies.

E. Donald DeYoung was the president and chief marketing officer of the
Company and president of Life today and LT Financial. Mr. DeYoung is an NASD
registered principal. Prior to joining Life Today, Mr. DeYoung served as Senior
Vice President, National Director of Insurance Sales in charge of developing and
marketing Variable Life Insurance and annuity products for American Capital
Marketing, Inc., a wholly owned subsidiary of the Travelers Companies, formerly
Primerica. He also previously served as president, CEO and founder of American
General Securities, Inc., an NASD registered Broker Dealer.

1998

M. Stephen Roberts is an attorney licensed to practice in Texas and
Louisiana and has been engaged in the private practice of law as a sole
practitioner since 1968. He obtained a B.A. in Economics from Louisiana State
University, a Juris Doctor from the Louisiana State University Law School and an
L.L.M. in taxation from the Southern Methodist University Law School. Since
1977, Mr. Roberts' practice has been concentrated in corporate, tax, securities
and investment banking related fields; syndication of general and limited
partnership interests and corporate securities, including financing involving
private placements, initial public offerings and capital restructures;
corporate, securities law, accounting, financing and business aspects of
acquisitions including mergers and purchases of assets and stock; and the
acquisition, development, use and disposition of interests in real property.

ITEM 10. EXECUTIVE COMPENSATION

1997

<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------- ---------------------------
Awards Payouts
Name and Principal Year Salary Bonus Other ---------------------------
Position Annual Restricted Securities LTIP All Other
Compensa Stock Underlying Payouts Compensation
Tion Awards Options/SARs
- ------------------ ---- ------- ------ --------- ----------- ------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Allen E. Myers 1997 $42,000 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
CEO
- ------------------ ---- ------- ------ --------- ----------- ------------- -------- -------------
E. Donald DeYoung 1997 $48,417 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
President
- ------------------ ---- ------- ------ --------- ----------- ------------- -------- -------------
</TABLE>

1998

Allen E. Myers 1998 $14,000 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
CEO
- ------------------ ---- ------- ------ --------- ----------- ------------- -------- -------------
E. Donald DeYoung 1998 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
President
- ------------------ ---- ------- ------ --------- ----------- ------------- -------- -------------
</TABLE>

- 13 -
<PAGE>
COMPENSATION PLANS

Registrant is not, and was not during the fiscal years ended June 30, 1997
and 1998, a party to any employment agreements or other plans for the
compensation of any executive officers or other persons.

STOCK OPTIONS

There are, and as at June 30, 1998 and 1997, there were, no options of any
kind outstanding for the purchase of common stock of Registrant nor has
Registrant ever adopted or entered into any plan or agreement for the issuance
of stock options of any kind.

DIRECTOR'S COMPENSATION

The directors of Registrant serving as executive officers of the company
are not and have never been compensated for their services as such. Louis J.
Blenderman, an outside director, was issued 100,000 shares of Note Bankers of
America, Inc. common stock issued to pursuant to Directors Compensation
Agreement dated July 31, 1996. The shares are restricted stock.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Any person who is an officer, director, or the beneficial owner, directly
or indirectly, of more than 10% of the outstanding common stock of the
Registrant is required under Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") to file certain reports with the
Securities and Exchange Commission (the "Commission") disclosing his or her
holdings or transactions in any securities of the Registrant. For purposes of
this discussion, all such persons required to file such reports will be referred
to as "Reporting Persons". Every Reporting Person must file an initial statement
of his or her beneficial ownership of the Registrant's securities on the
Commission's Form 3 within ten days after he or she becomes a Reporting Person.
Thereafter (with certain limited exceptions), all changes in his or her
beneficial ownership of the Registrant's securities must be reported on the
Commission's Form 4 on or before the 10th day after the end of the month in
which such change occurred. Certain changes in beneficial ownership are exempt
from the Form 4 requirements, but are required to be reported on a Form 5 within
45 days of the end of the fiscal year in which such changes occurred, The
Registrant knows of no person who was a Reporting Person during the fiscal year
ended June 30, 1998 and 1997, who has failed to file any reports required to be
filed during such period of Forms 3 or 4 with respect to his holdings or
transactions in the Registrant's securities.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information with respect to the share
ownership, as of June 30, 1998 of those persons known to Registrant to be the
beneficial owners of more than 5% of Registrant's common stock, $.001 par value:

<TABLE>
<CAPTION>
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
- ------------------------ -------------------- -----------------
<S> <C> <C>

M. Stephen Roberts
One Riverway, Suite 1700
Houston, Texas 77056 19,675,000 80.1%
</TABLE>

- 14 -
<PAGE>
The following table sets forth information with respect to the share
ownership, as of June 30, 1997 of those persons known to Registrant to be the
beneficial owners of more than 5% of Registrant's common stock, $.001 par value:

<TABLE>
<CAPTION>
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
- -------------------------- -------------------- -----------------
<S> <C> <C>
Allen E. Myers 9,390,000 41.6%
4003 Cypressdale Drive
Spring TX 77388

E. Donald DeYoung 9,499,500 42.1%
7625 E. Camelback #217B
Scottsdale AZ 85251
</TABLE>

SECURITY OWNERSHIP OF MANAGEMENT

Ownership of Registrant's Common Stock

The following table sets forth information concerning the beneficial
ownership of Registrant's Common Stock, as at June 30, 1998, by (i) each person
who was a director, (ii) Registrant's executive officers, and (iii) all persons
who were directors and officers of Registrant, as a group, and the percentage of
Registrant's issued and outstanding stock represented by such beneficial
ownership.

<TABLE>
<CAPTION>
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
- ------------------------------- ------------------- ----------------
<S> <C> <C>
M. Stephen Roberts
One Riverway, Suite 1700
Houston, Texas 77056 19,675,000 80.1%

All directors and officers as a
group (1 person) 19,675,000 84.2%
</TABLE>

The following table sets forth information concerning the beneficial
ownership of Registrant's Common Stock, as at June 30, 1997, by (i) each person
who was a director, (ii) Registrant's executive officers, and (iii) all persons
who were directors and officers of Registrant, as a group, and the percentage of
Registrant's issued and outstanding stock represented by such beneficial
ownership.

<TABLE>
<CAPTION>
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
- ------------------------------- -------------------- ----------------
<S> <C> <C>

Allen E. Myers
4003 Cypressdale Drive
Spring TX 77388 9,390,000 41.6%

E. Donald DeYoung
7625 E. Camelback #217B
Scottsdale AZ 85251 9,499,500 42.1%

All directors and officers as a
group (3 persons) 18,989,500 84.2%
</TABLE>

- 15 -
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions With Management and Others

In connection with disposition of PMB and Life Today as discussed in Item 1
of this Report, Registrant sold (i) 100% of the common stock of Private Mortgage
Bankers, Inc. ("PMB"), a wholly owned subsidiary of Registrant, to Allen E.
Myers for nominal consideration and (ii) 100% of the common stock of Life Today,
Inc. ("Life Today"), a wholly owned subsidiary of Registrant, to Richard E.
Perry for nominal consideration, all pursuant to an Agreement dated November 6,
1997 among (i) the Registrant, (ii) PMB, (iii) Life Today, (iv) Allen E. Myers,
(v) Richard E. Perry and (vi) E. Donald DeYoung (the "Disposition"). This
disposition represented the sale of substantially all of the remaining assets of
Registrant. Myers was a former owner of PMB, an officer and director of
Registrant and a director of PMB and Life Today. Perry was a former owner of
Life Today and an officer of Life Today. These matters are discussed in greater
detail in Item 2. "Acquisition or Disposition of Assets" of Registrant's
Current Report of Form 8-K, dated November 25, 1997, under the respective
subcaptions, "Disposition of Assets," which discussions are hereby incorporated
herein by reference.

Indebtedness of Management

Registrant has no policy or plans with respect to the making of loans to
its officers and directors.

PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The exhibits filed as a part of this report are as follows:

Exhibit No. as filed with Registration statement or Report specified below
- --------------------------------------------------------------------------------

2 2.1 Agreement and plan of reorganization, date April 19, 1984 (3)

2.2 Agreement and plan of merger, dated October 22, 1984 (1)

2.3 Agreement and plan of reorganization, dated September 9, 1987 (5)

2.4 Acquisition Agreement among Registrant, Zapit Technology, Inc. and
Tround International, Inc., dated August 19, 1994 (6)

2.5 Agreement for Exchange of Stock and Plan of Reorganization
("Exchange") dated July 31, 1996 (8)

2.6 Plan of Consolidation Merging General Genetics Corporation (Parent)
Into Note Bankers of America, Inc. (Subsidiary) dated September 30,
1996 (8)

2.7 Agreement dated November 6, 1997 between (i) the Registrant,(ii) PMB,
and (iii) Life Today, (iv) Allen E. Myers, (v) Richard E. Perry and
(vi) E. Donald DeYoung (10)

2.8 Debt Release Agreement dated November 6, 1997 between Note Bankers of
America, Inc., E. Donald DeYoung , Allen E. Myers, and M. Stephen
Roberts, Esq. (10)

3 3.1 Certificate of incorporation (2)

3.2 Amendment to Certificate of Incorporation filed June 17, 1996 (7)

3.3 By-laws (2)

3.4 Articles of Incorporation of Note Bankers of America, Inc. (8)

3.5 Bylaws of Note Bankers of America, Inc. (8)

4 4.1 Specimen common stock certificate (2)

- 16 -
<PAGE>
10 10.1 License agreement between Tround International, Inc. and Tround
Geothermal Corp., dated April 10, 1984

10.2 Agreement and development plan, dated May 14, 1984 (4)

10.3 Recession and Option Agreement between Registrant, Tround Geothermal
Corporation, and Tround International, Inc., dated October 7, 1994 (6)

16 16.1 Letter dated December 9, 1996 from Paul Rosenberg, CPA, on change in
certifying accountant (9)

21 21.1 Notice to stockholders of Registrant under Rule 14f-1, dated May 7,
1984 (4)

27 27.1 Financial Data Schedules (Electronic filing only)

27.2 Financial Data Schedules (Electronic filing only)

Notes:

(1) Filed with the Securities and Exchange Commission as an exhibit, numbered
as indicated above, to the annual report of Registrant on Form 10-K for the
year ended June 30, 1984, which exhibit is incorporated herein by
reference.

(2) Filed with the Securities and Exchange Commission as an exhibit, numbered
as indicated above, to the registration statement of Registrant on Form
S-18, File No. 2-79475-D, which exhibit is incorporated herein by
reference.

(3) Filed with the Securities and Exchange Commission as an exhibit, numbered
as indicated above, to the current report of Registrant on Form 8-K, dated
April 25, 1984, which exhibit is incorporated herein by reference.

(4) Filed with the Securities and Exchange Commission as an exhibit, numbered
as indicated above, to the current report of Registrant on Form 8-K, dated
May 10, 1984, which exhibit is incorporated herein by reference.

(5) Filed with the Securities and Exchange Commission as an exhibit, numbered
as indicated above, to the annual report of Registrant on Form 10-K for the
year ended June 30, 1987, which exhibit is incorporated herein by
reference.

(6) Filed with the Securities and Exchange Commission as an exhibit, numbered
as indicated above, to the current report of Registrant on Form 8-K, dated
August 12, 1994, which exhibit is incorporated herein by reference.

(7) Filed with the Securities and Exchange Commission as an exhibit, numbered
as indicated above, to the annual report of Registrant on Form 10-K for the
year ended June 30, 1996, which exhibit is incorporated herein by
reference.

(8) Filed with the Securities and Exchange Commission as an exhibit, numbered
as indicated above, to the current report of Registrant on Form 8-K/A,
amendment no. 1, dated November 4, 1996, which exhibit is incorporated
herein by reference.

(9) Filed with the Securities and Exchange Commission as an exhibit, numbered
as indicated above, to the current report of Registrant on Form 8-K/A,
amendment no. 3, dated November 4, 1996, which exhibit is incorporated
herein by reference.

(10) Filed with the Securities and Exchange Commission as an exhibit, numbered
as indicated above, to the current report of Registrant on Form 8-K, dated
November 25, 1997, which exhibit is incorporated herein by reference

- 17 -
<PAGE>
REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the last quarter of the period
covered by this report.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

NOTE BANKERS OF AMERICA, INC.

By: /s/ M. Stephen Roberts
-------------------------------------
M. Stephen Roberts, President

In accordance with Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
date(s) indicated.

SIGNATURES TITLE DATE

Principal Executive Officer, Principal
Financial Officer and Principal Accounting
Officer:

/s/ M. Stephen Roberts President June 15, 1999
- ----------------------
M. Stephen Roberts

A Majority of the board of directors:

/s/ M. Stephen Roberts Director June 15, 1999
- ----------------------
M. Stephen Roberts

- ----------------------

- 18 -
<PAGE>
<TABLE>
<CAPTION>
INDEX

Page
----
<S> <C>
NOTE BANKERS OF AMERICA, INC.

Independent Auditor's Report F-2

Consolidated Balance Sheet - December 31, 1997 and June 30, 1998 F-3

Consolidated Statements of Operations - For the Years Ended
December 31, 1997 and 1998 . . . . . . . . . . . . . . . . . . . . . F-4

Consolidated Statements of Stockholders' Deficit - For the Period From
July 1, 1997 through June 30, 1998 . . . . . . . . . . . . . . . . . F-5

Consolidated Statements of Cash Flows - For the Years Ended
June 30, 1997 and 1998 . . . . . . . . . . . . . . . . . . . . . . . F-6

Notes to Financial Statements F-7
</TABLE>

F - 1
<PAGE>
INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
Note Bankers of America, Inc.

We have audited the accompanying consolidated balance sheet of Note Bankers of
America, Inc. (the "Company") as of June 30, 1997 and 1998, and the related
consolidated statements of operations, changes in stockholders' deficit and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Note
Bankers of America, Inc. as of December 31, 1997 and 1998, and the results of
its operations and its cash flows for each of the years then ended, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4, the Company
has ceased all business operations and has liabilities which exceed assets at
June 30, 1998, which raises substantial doubt about its ability to continue as a
going concern.

Hein + Associates llp

Houston, Texas
March 16, 1999

F - 2
<PAGE>
<TABLE>
<CAPTION>
NOTE BANKERS OF AMERICA, INC.

CONSOLIDATED BALANCE SHEET

June 30,
-----------------------
1997 1998
----------- ----------
<S> <C> <C>

ASSETS

CURRENT ASSETS - CASH $ 122 -

ASSETS OF DISCONTINUED OPERATIONS 1,049,148 -
----------- ----------

Total assets $1,049,270 $ -
=========== ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT
- --------------------------------------------------------------------
Accounts payable $ 61,649 $ 27,155

Amounts due stockholders 58,231 -
----------- ----------

TOTAL CURRENT LIABILITIES 119,880 27,155

Liabilities of Discontinued Operations 1,552,366 -

STOCKHOLDERS' DEFICIT :
Note receivable from sale of common stock (58,231) -
Preferred stock; 150,000,000 authorized; none issued - -
Common stock, $.001 par value; 500,000,000 shares 22,530 23,555
authorized; 22,530,000 shares issued and outstanding at June
30, 1997; 23,555,000 at June 30, 1998
Additional paid-in capital 121,241 148,073
Accumulated deficit (708,516) (198,783)
----------- ----------
Total stockholders' deficit (622,976) (27,155)
----------- ----------

Total liabilities and stockholders' deficit $1,049,270 $ -
=========== ==========
</TABLE>

SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS.

F - 3
<PAGE>
<TABLE>
<CAPTION>
NOTE BANKERS OF AMERICA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended
December 31,
--------------------------
1997 1998
------------ ------------
<S> <C> <C>
Revenues $ - $ -

General and Administrative Expenses (211,880) (19,177)

OTHER INCOME (EXPENSE) - 12,043
------------ ------------

Loss from continuing operations (211,880) (7,134)

DISCONTINUED OPERATIONS:
Loss from discontinued operations (111,283) (36,898)
Gain on disposal of discontinued operation - 552,642
------------ ------------
(111,283) 515,744
------------ ------------
Net income (loss) (323,163) 508,610
============ ============

Earnings (Loss) per Share - Basic and Diluted $ (.01) $ .02
============ ============

Weighted Average Number of Shares 21,741,000 22,595,167
============ ============
</TABLE>

SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS.

F - 4
<PAGE>
<TABLE>
<CAPTION>
NOTE BANKERS OF AMERICA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM JULY 1, 1996 THROUGH JUNE 30, 1998

Note
Common Stock Additional Receivable Total
----------------------- Paid-In Accumulated from Sale Stockholders'
Shares Amount Capital Deficit of Stock Deficit
------------ --------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
BALANCES, July 1, 1996 60,939,000 $ 60,939 $ - $(342,752) - $(281,813)
Acquisition of shares preceding merger (40,626,000) (40,626) - (19,374) - (60,000)
Acquisition of Private Mortgage Bankers, Inc. 227,000 227 - (23,227) - (23,000)
Sale of common stock 1,255,000 1,255 43,745 - - 45,000
Common stock issued for services 110,000 110 (110) - - -
Common stock issued to retire payables 625,000 625 77,606 - (58,231) 20,000
Net loss - - - (323,163) - (323,163)
------------ --------- --------- ---------- --------- ----------
BALANCES, June 30, 1997 22,530,000 22,530 121,241 (708,516) (58,231) (622,976)
Common stock issued to retire accounts 1,025,000 1,025 26,832 - - 27,857
payable due a stockholder
Note receivable from sale of common stock - - - - 58,231 58,231
applied to related amounts due stockholders
Net income - - - 508,610 - 508,610
Other - - - 1,123 - 1,123
------------ --------- --------- ---------- --------- ----------
BALANCES, June 30, 1998 23,555,000 23,555 148,073 (198,783) - (27,155)
============ ========= ========= ========== ========= ==========
</TABLE>

SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS.

F - 5
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended
June 30,
----------------------
1997 1998
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $(323,163) $ 508,610
Change in assets of discontinued operations 249,728 12,005
Change in liabilities of discontinued operations (111,323) 37,420
Gain on sale of discontinued operations - (552,642)
Change in accounts payable 139,880 (6,638)
Other - 1,123
---------- ----------
Net cash used by operating activities (44,878) (122)

FINANCING ACTIVITIES - Proceeds from sale of common stock 45,000 -
---------- ----------

NET CHANGE IN CASH 122 (122)
CASH AT BEGINNING OF YEAR - 122
---------- ----------
CASH AT END OF YEAR $ 122 $ -
========== ==========

SUPPLEMENTAL CASH FLOW INFORMATION - NON-CASH TRANSACTIONS:
Note receivable from sale of common stock applied to related amounts due stockholders $ - $ 58,231
Common stock issued to retire accounts payable due a stockholder (1,025,000 shares) - 27,857
Common stock issued for services (110,000 shares) - -
Common stock issued to retire payables 20,000 -
Note payable arising from acquisition of common stock prior to merger 60,000 -
Note receivable from sale of common stock to stockholders $ 58,231 $ -
========== ==========
</TABLE>

F - 6
<PAGE>
NOTE BANKERS OF AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:
----------------------------------------------------

General - Note Bankers of America, Inc. (the "Company") previously owned two
- -------
wholly-owned subsidiaries, Private Mortgage Bankers, Inc. ("PMB") and Life
Today, Inc. ("LTI"). PMB purchased privately-held, owner-financed mortgages from
individuals who had personally financed the sale of real property throughout
Texas. PMB either held the loans for investment purposes or sold them to
individual investors, banks or other institutions. PMB was also in the business
of brokering owner-financed mortgages.

LTI was in the business of brokering insurance policies. LTI's customers
consisted of individuals who have life-threatening illnesses.

In November 1997, the Company consummated a Debt Release Agreement (the
"Agreement") with a creditor, pursuant to which control of the Company shifted
to a creditor. Pursuant to the Agreement, the Company transferred 18,640,000
shares of common stock to the creditor in exchange for the creditor's release of
the Company from a $35,000 obligation for legal services. The total of
18,640,000 shares of the Company transferred to the creditor by the Company
represented approximately 80% of the outstanding stock of the Company following
the transfer.

Immediately following the transfer of ownership, the Company sold (i) 100% of
the common stock of PMB for nominal consideration and (ii) 100% of the common
stock of LTI for nominal consideration. These sales represented the sale of
substantially all of the assets of the Company.

After the sale of PMB and LTI, the Company consummated the acquisition of 100%
of the common stock of RRD Enterprises, Inc. ("RRD"). The Company exchanged, in
a stock for stock exchange, a total of 1,000,000 shares of its $.001 par value
per share common stock for 100% of the issued and outstanding shares of capital
stock of RRD, making RRD a wholly-owned subsidiary of the Company. No cash or
other consideration was tendered in connection with the stock exchange.

Upon completion of the exchange, the Company had a total of 24,555,000 of its
$.001 par value per share common stock issued and outstanding, of which a total
of 1,000,000 shares or 4.07% were held by the RRD shareholders and 23,555,000
were held by non-RRD shareholders.

On February 18, 1998, the Registrant reacquired the 1,000,000 shares of the
Company's common stock from a third party in exchange for all the outstanding
shares of RRD owned by the Company. After this transaction, the Company did not
have any other significant operations. The operations of RRD during the period
owned by the Company were nominal and are not reflected in the accompanying
financial statements.

2. ACCOUNTING POLICIES RELATED TO DISCONTINUED OPERATIONS:
-----------------------------------------------------------

Loans Held for Resale - Loans to be held for an indefinite period of time are
- ------------------------
classified as available for sale and are carried at the lower of cost or market.
Cost is computed as the principal amount outstanding, net of unearned discounts
and deferred loan fees and expenses. Unearned discounts on loans are recognized
as income over the term of the loans on a level-yield method. These loans are
sold in response to changes in market interest rates, liquidity needs or other
similar factors.

The allowance for credit losses is established through a provision for credit
losses charged to operating expense. The allowance represents an amount which,
in management's judgement, will be adequate to absorb possible losses on
existing credits which may become uncollectible. Management's judgement in
determining the adequacy of the allowance is based on evaluations of the
collectibility of loans. These evaluations take into consideration such factors
as changes in the nature and volume of the loan portfolio, current economic
conditions, overall portfolio quality and review of specific credits.

F - 7
<PAGE>
2. ACCOUNTING POLICIES RELATED TO DISCONTINUED OPERATIONS: (continued)
-----------------------------------------------------------

The Company accounts for impaired loans as prescribed in Statement of Financial
Accounting Standards No. 118, Accounting by Creditors for Impairment of a Loan
(SFAS No. 118). Impaired loans are measured on the present value of expected
future cash flows discounted at the loan's effective interest rate or, as a
practical expedient, at the loan's observable market price or the fair value of
the collateral if the loan is collateral dependent.

Concentrations of Credit Risk - The Company's financial instruments which are
- --------------------------------
exposed to concentrations of credit risk consist primarily of loans receivable
secured by single family residential mortgages in Houston and the surrounding
area. The Company assesses its credit risk and provides an allowance for credit
loss for any loans which it deems doubtful of collection.

Fair Value of Financial Instruments - The estimated fair values for financial
- --------------------------------------
instruments are determined at discrete points in time based on relevant market
information. The carrying amount of loans held for resale approximate fair
value. Cash and accrued income and other assets are valued at book value which
approximated fair value. The carrying amounts of escrow deposits, accounts
payable and accrued liabilities, bank line of credit and notes payable
approximate fair value.

Loan Origination Costs - Loan origination costs are deferred and amortized over
- -----------------------
the lives of the related loans as an adjustment of yield.

Real Estate Owned - Real estate owned represents property purchased for
- -------------------
investment or acquired through foreclosure. Real estate owned is carried at the
lower of cost or fair value. Reductions in the balance of real estate owned at
the time of foreclosure are charged to the allowance for credit losses. Any
subsequent writedowns to reflect cur-rent fair value are charged to operating
expense.

3. ACCOUNTING POLICIES RELATED TO CONTINUING OPERATIONS:
---------------------------------------------------------

Income Taxes - The Company recognizes income taxes in accordance with Statement
- -------------
of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS No.
109). Under this method, deferred income taxes are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
basis (temporary differences).

Under SFAS No. 109, deferred tax assets are recognized for deductible temporary
differences and operating loss and tax credit carryforwards, and then a
valuation allowance is established to reduce that deferred tax asset if it is
"more likely than not" that the related tax benefits will not be realized.

F - 8
<PAGE>
3. ACCOUNTING POLICIES RELATED TO CONTINUING OPERATIONS: (continued)
---------------------------------------------------------

Estimates - The preparation of financial statements in conformity with generally
- ---------
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in their financial statements and
accompanying notes. Actual results could differ from those estimates.

Earnings (Loss) Per Share - Basic and diluted earnings (loss) per share was
- ----------------------------
computed by dividing net income (loss) by the weighted average common shares
outstanding for the years ended June 30, 1997 and 1998. There were no dilutive
securities outstanding during these years.

4. GOING CONCERN:
--------------

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements, the Company has ceased all business operations and has
liabilities that exceed its assets. These factors indicate substantial doubt
about the Company's ability to continue as a going concern.

5. STOCKHOLDERS' EQUITY:
---------------------

The Company sold 1,255,000 shares of common stock to various individuals during
fiscal year 1997 for cash of $45,000. During 1997, the Company issued 110,000
shares of common stock to various individuals for services provided to the
Company. The Company issued 625,000 shares of common stock to existing employees
and to certain creditors to offset payables due the employees in the amount of
$58,231 and to pay off amounts due creditors of $20,000. The shares issued to
employees were issued in exchange for a note receivable of $58,231. The note
receivable was netted against the related payable during fiscal 1998. During
fiscal year 1998, the Company issued 1,025,000 shares of common stock to pay off
accounts payable due a stockholder in the amount of $27,857 for professional
services rendered to the Company.

The Board of Directors is authorized to issue preferred stock in one or more
series and to determine the relative rights, preferences, qualifications,
limitations and restrictions of any shares issued to the Company.

6. DISCONTINUED OPERATIONS:
------------------------

The following is a summary of the assets and liabilities of the Company's
discontinued operations:

<TABLE>
<CAPTION>
June 30,
-----------------
1998 1997
----- ----------
<S> <C> <C>
Cash $ - $ 6,878
Mortgages receivable - 842,496
Fixed assets, net - 7,926
Other assets - 191,848
----- ----------
Total assets of discontinued operations $ - $1,049,148
===== ==========
Notes payable $ - $1,295,148
Other liabilities - 257,218
----- ----------
Total liabilities from discontinued operations $ - $1,552,366
===== ==========
</TABLE>

F - 9
<PAGE>
7. SUBSEQUENT EVENT:
-----------------

In October 1998, the Company effected a Reorganization upon the filing of
Articles of Merger with the Secretary of State of Texas changing the
company's name to Facit Group Holdings, Inc. and changing its state of domicile
to Nevada. The Reorganization effected a 1 for 4 reverse split of its $.001 par
value common.

F - 10
<PAGE>

<ARTICLE> 5
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 27155
<BONDS> 0
<COMMON> 171628
0
0
<OTHER-SE> (198783)
<TOTAL-LIABILITY-AND-EQUITY> (27155)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (7134)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (7134)
<DISCONTINUED> (36898)
<EXTRAORDINARY> 552642
<CHANGES> 0
<NET-INCOME> 508610
<EPS-BASIC> .02
<EPS-DILUTED> .02

</TABLE>

<ARTICLE> 5
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
<CASH> 122
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 122
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1049270
<CURRENT-LIABILITIES> 1672246
<BONDS> 0
<COMMON> 143771
0
0
<OTHER-SE> (766747)
<TOTAL-LIABILITY-AND-EQUITY> 1049270
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (211880)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (111283)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (323163)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)

</TABLE>